<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) FEBRUARY 12, 1998
THE SEAGRAM COMPANY LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CANADA 1-2275 NONE
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
1430 PEEL STREET H3A 1S9
MONTREAL, QUEBEC, CANADA (Zip Code)
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (514) 849-5271
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 12, 1998, USA Networks Partner, Inc., a subsidiary
of Universal Studios, Inc. ("Universal"), sold its 50 percent interest in USA
Networks to USA Networks, Inc. (formerly known as HSN, Inc.) ("USAi") and
Universal contributed the remaining 50 percent interest in USA Networks and its
domestic television production and distribution operations to USANi LLC (the
"LLC"), a subsidiary of USAi, pursuant to the terms of an Investment Agreement,
dated as of October 19, 1997, as amended and restated as of December 18, 1997,
among Universal, for itself and on behalf of certain of its subsidiaries, HSN,
Inc., Home Shopping Network, Inc. and Liberty Media Corporation, for itself and
on behalf of certain of its subsidiaries. Universal and USAi also expect to form
a 50-50 joint venture to be managed by Universal which will own, operate and
exploit the international development of USA Networks, Sci-Fi Channel and a new
action/suspense channel known as "13th Street," unless USAi elects not to
participate in such venture in which case Universal will acquire USAi's 50
percent interest (or Sci-Fi Europe and USA Networks' international business) for
a price to be agreed upon. In exchange therefor, on February 12, 1998, Universal
received consideration valued at $4.075 billion, consisting of (i) shares of
common stock and class B common stock of USAi and shares of the LLC which are
exchangeable for shares of common stock and class B common stock of USAi,
collectively representing an effective 45.8 percent interest in USAi and (ii)
approximately $1.3 billion in cash paid to USA Networks Partner, Inc. The
consideration was determined pursuant to discussions among senior officers of
The Seagram Company Ltd. ("Seagram"), Universal and USAi.
In connection with the transaction, Universal nominated Edgar
Bronfman Jr., President and Chief Executive Officer of Seagram, Robert W.
Matschullat, Vice Chairman and Chief Financial Officer of Seagram, Frank J.
Biondi, Jr., Chairman and Chief Executive Officer of Universal, and Samuel
Minzberg, President and Chief Executive Officer of Claridge Inc., to the Board
of Directors of USAi, each of whom was appointed to the Board effective upon the
consummation of the transaction. In addition, Barry Diller, the Chairman and
Chief Executive Officer of USAi, was appointed to the Board of Directors of
Seagram effective upon the consummation of the transaction.
A copy of Seagram's press release dated February 12, 1998 is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
Not Applicable.
(b) Unaudited Pro Forma Consolidated Financial Information
The unaudited pro forma balance sheet at December 31, 1997
and unaudited pro forma statements of income for the year ended June 30, 1997
and the six months ended December 31, 1997 are included herein.
(c) Exhibits.
(2.1)--Investment Agreement, dated as of October 19, 1997, as
amended and restated as of December 18, 1997, among Universal Studios,
Inc., for itself and on behalf of certain of its subsidiaries, HSN,
Inc., Home Shopping Network, Inc. and Liberty Media Corporation, for
itself
2
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and on behalf of certain of its subsidiaries (incorporated by
reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the
quarter ended December 31, 1997).
(10.1)--Governance Agreement, dated as of October 19, 1997,
among Universal Studios, Inc., HSN, Inc., Liberty Media Corporation and
Barry Diller (incorporated by reference to Exhibit 33 to Schedule 13D/A
dated February 23, 1998 of TeleCommunications, Inc., The Seagram
Company Ltd., Universal Studios, Inc., Barry Diller, BDTV Inc., BDTV II
INC., BDTV III INC. and BDTV IV INC. (the "Schedule 13D").
(10.2)--Stockholders Agreement, dated as of October 19, 1997,
among Universal Studios, Inc., HSN, Inc., Liberty Media Corporation,
Barry Diller and The Seagram Company Ltd. (incorporated by reference to
Exhibit 34 to the Schedule 13D).
(10.3)--Agreement, dated as of October 19, 1997, among
Universal Studios, Inc., HSN, Inc. and Liberty Media Corporation
(incorporated by reference to Exhibit 35 to the Schedule 13D).
(10.4)--Exchange Agreement, dated as of October 19, 1997,
among Universal Studios, Inc., HSN, Inc. and Liberty Media Corporation
(incorporated by reference to Exhibit 36 to the Schedule 13D).
(10.5)--Amended and Restated LLC Operating Agreement, dated as
of February 12, 1998, among USA Networks, Inc., Universal Studios,
Inc., Liberty Media Corporation and Barry Diller (incorporated by
reference to Exhibit 37 to the Schedule 13D).
(99.1)--Press Release.
(99.2)-- Unaudited Supplementary Pro Forma Financial
Information.
3
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THE SEAGRAM COMPANY LTD. UNAUDITED CONDENSED
PRO FORMA FINANCIAL INFORMATION
The unaudited condensed consolidated pro forma financial information is
presented to reflect the estimated impact of the following transactions on The
Seagram Company Ltd.'s ("Seagram") income statements for the fiscal year ended
June 30, 1997 and six months ended December 31, 1997, and balance sheet as of
December 31, 1997:
- - acquisition of incremental 50 percent interest in USA Networks, including
the Sci-Fi Channel, for $1.7 billion in cash.
- - sale of 50 percent interest in USA Networks to USA Networks, Inc. ("USAi",
formerly HSN, Inc.) and the contribution of the remaining 50 percent
interest in USA Networks and the majority of the television assets ("UTV")
of Universal Studios, Inc. ("Universal"), including all of Universal's
domestic operations and 50 percent of the international operations of USA
Networks, to USANi LLC (the "LLC") in a transaction ("the transaction") in
which Universal received $1,332 million in cash, 6.75 million shares of
USAi consisting of approximately 3.6 million shares of common stock and
3.2 million shares of Class B common stock which in aggregate represents a
10.7 percent interest in USAi, and a 45.8 percent interest in a
subsidiary ("LLC") of USAi which is exchangeable for USAi common stock
and Class B common stock.
The consolidated pro forma balance sheet assumes that the transaction occurred
on December 31, 1997, whereas the pro forma consolidated statements of income
assume that both the purchase of the incremental 50 percent interest in USA
Networks and the transaction occurred at the beginning of each of the
respective periods presented.
The pro forma adjustments relating to the acquisition of the interest in LLC are
based on assumptions relating to the allocation of the purchase price and are
subject to revision. The effect of any revisions is not expected to be material.
The consolidated pro forma income statements are not necessarily indicative of
the results that would have occurred if the transactions had been in effect
since the assumed dates, nor are they necessarily indicative of future results.
The condensed consolidated pro forma financial statements should be read in
conjunction with the consolidated financial statements of Seagram filed with the
Securities and Exchange Commission in its Annual Report on Form 10-K for the
fiscal year ended June 30, 1997, and in its Quarterly Report on Form 10-Q for
the quarter and six months ended December 31, 1997.
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THE SEAGRAM COMPANY LTD. AND SUBSIDIARY COMPANIES
Unaudited Consolidated Pro Forma Statement of Income
For the Fiscal Year Ended June 30, 1997
(United States dollars in millions, except per share amounts)
<TABLE>
<CAPTION>
Pro Forma Adjustments
---------------------
Seagram UTV and USAi Seagram
Historical USA Networks & Other Pro Forma
---------- ------------ ------- ---------
<S> <C> <C> <C> <C>
Revenues $ 12,560 ($331)(a) $ 8(b) $ 12,246
9(c)
Cost of revenues 7,683 (210)(a) -- 7,473
Selling, general and administrative expenses 3,944 (114)(a) 25(c) 3,857
2(d)
--------- ----- ----- --------
OPERATING INCOME 933 (7) (10) 916
Interest, net and other 34 -- 20(e) 54
--------- ----- ----- --------
899 (7) (30) 862
Provision/benefit for income taxes 385 (11)(a) (8)(f) 366
Minority interest 12 (6)(a) 6 (g) 12
--------- ----- ----- --------
NET INCOME $ 502 $ 10 ($ 28) $ 484
========= ===== ===== ========
Basic earnings per share $ 1.36 $ 1.31
========= ========
Diluted earnings per share $ 1.35 $ 1.30
========= ========
Weighted average shares outstanding (thousands) 369,682 369,682
Dilutive potential common shares (thousands) 4,586 4,586
--------- --------
Adjusted weighted average shares outstanding (thousands) 374,268 374,268
========= ========
</TABLE>
(a) Reflects the elimination of USA Networks and the television business
contributed to LLC.
(b) Reflects 45.8% equity in net income of LLC.
(c) Reflects distribution agreements which principally include: (1) USAi
distribution of Universal's library and other television product and
theatrical films in domestic television markets and (2) Universal
distribution of USAi's television product in foreign markets.
(d) Reflects the amortization of goodwill on investment in LLC over 40 years.
(e) Reflects the additional interest expense resulting from increased
short-term borrowings for the payment of $1.7 billion for the incremental
50 percent interest in USA Networks offset by the reduction of short-term
borrowings using the cash proceeds of $1.3 billion from the transaction,
at an average borrowing rate of 5.4%.
(f) Reflects the income taxes provided for at the statutory income tax rate.
(g) Reflects adjustment of interest attributable to minority shareholders of
Universal.
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THE SEAGRAM COMPANY LTD. AND SUBSIDIARY COMPANIES
Unaudited Consolidated Pro Forma Statement of Income
For the Six Months Ended December 31, 1997
(United States dollars in millions, except per share amounts)
<TABLE>
<CAPTION>
Pro Forma Adjustments
---------------------
Seagram UTV and USAi Seagram
Historical USA Networks & Other Pro Forma
---------- ------------ ------- ---------
<S> <C> <C> <C> <C>
Revenues $ 6,480 ($277)(a) $ 22(b) $ 6,230
5(c)
Cost of revenues 3,874 (163)(a) -- 3,711
Selling, general and administrative expenses 2,047 (77)(a) 10(c) 1,981
1(d)
--------- ----- ----- --------
OPERATING INCOME 559 (37) 16 538
Interest, net and other 138 (19)(a) 11(e) 130
--------- ----- ----- --------
421 (18) 5 408
Provision for income taxes 245 (25)(a) 3(f) 223
Minority interest 15 (9)(a) 5(g) 11
--------- ----- ----- --------
NET INCOME $ 161 $ 16 ($ 3) $ 174
========= ===== ===== ========
Basic earnings per share $ 0.45 $ 0.49
========= ========
Diluted earnings per share $ 0.45 $ 0.49
========= ========
Weighted average shares outstanding (thousands) 353,765 353,765
Dilutive potential common shares (thousands) 3,097 3,097
--------- --------
Adjusted weighted average shares outstanding (thousands) 356,862 356,862
========= ========
</TABLE>
(a) Reflects the elimination of USA Networks and the television business
contributed to LLC.
(b) Reflects 45.8% equity in net income of LLC.
(c) Reflects distribution agreements which principally include: (1) USAi
distribution of Universal's library and other television product and
theatrical films in domestic television markets and (2) Universal
distribution of USAi's television product in foreign markets.
(d) Reflects the amortization of goodwill on investment in LLC over 40 years.
(e) Reflects the additional interest expense resulting from increased
short-term borrowings for the payment of $1.7 billion for the incremental
50 percent interest in USA Networks offset by the reduction of short-term
borrowings using the cash proceeds of $1.3 billion from the transaction,
at an average borrowing rate of 6.0%.
(f) Reflects the income taxes provided for at the statutory income tax rate.
(g) Reflects adjustment of interest attributable to minority shareholders of
Universal.
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THE SEAGRAM COMPANY LTD. AND SUBSIDIARY COMPANIES
Unaudited Pro Forma Consolidated Balance Sheet
December 31, 1997
(United States dollars in millions)
<TABLE>
<CAPTION>
Seagram Pro Forma Seagram
Historical Adjustments Pro Forma
---------- ----------- ---------
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and short-term investments at cost $ 379 -- $ 379
Receivables, net 2,524 (17)(a) 2,507
Inventories 2,792 -- 2,792
Film costs, net of amortization 287 (125)(a) 162
Deferred income taxes 514 65 (b) 579
Prepaid expenses and other current assets 455 (7)(c) 448
-------- -------- --------
TOTAL CURRENT ASSETS 6,951 (84) 6,867
-------- -------- --------
Common Stock of DuPont 988 -- 988
Common Stock of Time Warner 1,659 -- 1,659
Common Stock of USAi -- 311 (e) 311
Investment in USA Networks, held for sale 2,502 (2,502)(a) --
Film costs, net of amortization 1,106 (51)(a) 1,055
Artists' contracts, advances and other entertainment assets 634 (18)(c) 616
Deferred charges and other assets 725 -- 725
Property, plant and equipment, net 3,141 (1)(a) 3,140
Investment in unconsolidated companies 1,346 1,951 (d) 3,161
(136)(c)
Excess of cost over fair value of assets acquired 4,205 (179)(a) 4,026
-------- -------- --------
$ 23,257 ($ 709) $ 22,548
======== ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term borrowings and indebtedness payable within one year $ 3,142 (1,332)(g) $ 1,810
Accrued royalties and participations 693 (50)(a) 643
Payables and accrued liabilities 2,182 143 (f) 2,325
Income and other taxes 392 (40)(h) 352
-------- -------- --------
TOTAL CURRENT LIABILITIES 6,409 (1,279) 5,130
-------- -------- --------
Long-term indebtedness 2,188 -- 2,188
Accrued royalties and participations 492 (11)(a) 481
Other long term liabilities 868 85 (i) 953
Deferred income taxes 2,552 252 (j) 2,804
Minority interest 1,864 41 (k) 1,905
Shareholders' Equity
Shares without par value 776 -- 776
Cumulative currency translation adjustments (479) -- (479)
Cumulative gain on equity securities, net of tax 990 25 (l) 1,015
Retained earnings 7,597 178 (m) 7,775
-------- -------- ---------
TOTAL SHAREHOLDERS' EQUITY 8,884 203 9,087
-------- -------- --------
$ 23,257 ($ 709) $ 22,548
======== ======== ========
</TABLE>
(a) Reflects the contribution of assets to LLC.
(b) Reflects the deferred income tax asset resulting from the write-down of
certain impaired television assets.
(c) Reflects the write-down of television assets not included in, and impaired
by the transaction.
(d) Reflects investment in LLC including goodwill of $84 million.
(e) Reflects investment in USAi.
(f) Reflects accrued liabilities arising from the transaction.
(g) Reflects the repayment of short-term borrowings with the cash proceeds
received from the transaction.
(h) Reflects current income tax benefit resulting from the write-down of
certain impaired television assets.
(i) Reflects contingent liabilities resulting from the transaction.
(j) Reflects deferred income taxes on unrealized holding gains on the
investment in USAi ($16 million) and on the gain on the transaction ($236
million).
(k) Reflects adjustment of interest attributable to minority shareholders of
Universal.
(l) Reflects unrealized holding gains on the investment in USAi.
(m) Reflects the $343 million pre-tax gain on the transaction ($212 million
after-tax less $34 million attributable to minority shareholders of
Universal) which is net of the write-down of certain impaired television
assets and related costs.
7
<PAGE> 8
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
The Seagram Company Ltd.
Dated: February 27, 1998 By: /s/ Daniel R. Paladino
----------------------
Name: Daniel R. Paladino
Title: Executive Vice President-Legal and
Environmental Affairs
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
(2.1) Investment Agreement, dated as of October 19, 1997, as
amended and restated as of December 18, 1997, among
Universal Studios, Inc., for itself and on behalf of
certain of its subsidiaries, HSN, Inc., Home Shopping
Network, Inc. and Liberty Media Corporation, for itself
and on behalf of certain of its subsidiaries
(incorporated by reference to Exhibit 10 to the
Quarterly Report on Form 10-Q for the quarter ended
December 31, 1997).
(10.1) Governance Agreement, dated as of October 19, 1997,
among Universal Studios, Inc., HSN, Inc., Liberty Media
Corporation and Barry Diller (incorporated by reference
to Exhibit 33 to Schedule 13D/A dated February 23, 1998
of TeleCommunications, Inc., The Seagram Company Ltd.,
Universal Studios, Inc., Barry Diller, BDTV Inc., BDTV
II INC., BDTV III INC. and BDTV IV INC. (the "Schedule
13D").
(10.2) Stockholders Agreement, dated as of October 19, 1997,
among Universal Studios, Inc., HSN, Inc., Liberty Media
Corporation, Barry Diller and The Seagram Company Ltd.
(incorporated by reference to Exhibit 34 to the Schedule
13D).
(10.3) Agreement, dated as of October 19, 1997, among Universal
Studios, Inc., HSN, Inc. and Liberty Media Corporation
(incorporated by reference to Exhibit 35 to the Schedule
13D).
(10.4) Exchange Agreement, dated as of October 19, 1997, among
Universal Studios, Inc., HSN, Inc. and Liberty Media
Corporation (incorporated by reference to Exhibit 36 to
the Schedule 13D).
(10.5) Amended and Restated LLC Operating Agreement, dated as
of February 12, 1998, among USA Networks, Inc.,
Universal Studios, Inc., Liberty Media Corporation and
Barry Diller (incorporated by reference to Exhibit 37 to
the Schedule 13D).
(99.1) Press Release.
(99.2) Unaudited Supplementary Pro Forma Financial
Information.
</TABLE>
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EXHIBIT 99.1
SEAGRAM
NEWS BRIEF
UNIVERSAL STUDIOS AND HSN, INC. CONCLUDE TRANSACTION
INVOLVING TELEVISION ASSETS;
HSNI RENAMED USA NETWORKS, INC.
--------------------
NEW YORK, February 12, 1998 -- Universal Studios, Inc., a subsidiary of The
Seagram Company Ltd. (NYSE: VO), and HSN, inc. (NASDAQ: HSNI) announced today
that they have consummated the previously announced transaction through which
USA Networks and Universal's domestic television business have been contributed
to HSNi in exchange for cash and an approximate 45 percent interest in HSNi
through common stock and common stock equivalents.
At HSNi's annual meeting held yesterday, all matters submitted to shareholders
were approved by the required majority vote. Additionally, HSN, inc. has changed
its corporate name to USA Networks, Inc. HSNi Broadcasting will be renamed USA
Broadcasting, the Silver King Station Group will be renamed USA Station Group
and Universal's television group will be renamed USA Networks Studios. Beginning
Tuesday, February 17, the newly named company will trade on NASDAQ under the
ticker symbol "USAI."
In connection with the closing, HSN, inc. announced that Edgar Bronfman, Jr.,
Seagram's president and chief executive officer, Robert W. Matschullat,
Seagram's vice chairman and chief financial officer, Frank J. Biondi, Jr.,
Universal Studios' chairman and chief executive officer and Samuel Minzberg,
Claridge Inc.'s president and chief executive officer, will join the USA
Networks, Inc. board of directors. In addition, Barry Diller has been appointed
to Seagram's board of directors.
Universal Studios, Inc. is a diversified entertainment company and a worldwide
leader in motion pictures, television, music, home and location-based
entertainment. Universal Studios is a unit of The Seagram Company Ltd., a global
beverage and entertainment company.
USA Networks, Inc. is a diversified media and electronic commerce company with
assets that include the following: the USA Network; the Sci-Fi Channel; USA
Networks Studios, which consists of First Run Production & Distribution, TV
Movies & Mini-Series and Network Production & Development; USA Broadcasting,
which includes the USA Station Group and SF Broadcasting, Home Shopping Network
and the Internet Shopping Network. The company also owns a controlling interest
in Ticketmaster Group, Inc.
###
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EXHIBIT 99.2
THE SEAGRAM COMPANY LTD. UNAUDITED SUPPLEMENTARY
PRO FORMA FINANCIAL INFORMATION
The unaudited supplementary pro forma financial information should be read in
conjunction with the unaudited condensed consolidated pro forma financial
information included elsewhere in this Form 8-K.
The unaudited supplementary pro forma financial information includes attributed
revenues which reflect Seagram's proportionate share of the revenues of
Seagram's equity companies and attributed earnings before interest, taxes,
depreciation and amortization ("EBITDA") for Seagram's operations which reflects
the proportionate share of the EBITDA of Seagram's equity companies. The
adjustment for equity companies eliminates Seagram's proportionate share of the
revenues and EBITDA in order to reflect revenues and equity income as calculated
under generally accepted accounting principles. Financial analysts generally
consider EBITDA to be an important measure of comparative operating performance.
However, EBITDA should be considered in addition to, not as a substitute for
operating income, net income, cash flows and other measures of financial
performance in accordance with generally accepted accounting principles.
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THE SEAGRAM COMPANY LTD. AND SUBSIDIARY COMPANIES
Unaudited Supplementary Pro Forma Financial Information
(United States dollars in millions, except per share amounts)
<TABLE>
<CAPTION>
Six Months Year
Ended Ended
December 31, June 30,
1997 1997
------- ----------
<S> <C> <C>
Revenues $ 6,230 $ 12,246
------- ----------
EBITDA
Beverages
Spirits and Wine 444 813
Fruit Juices and Other 141 235
------- ----------
Total Beverages before Charge for Asia Spirits and Wine Operations 585 1,048
Charge for Asia Spirits and Wine Operations (60) --
------- ----------
Total Beverages 525 1,048
Entertainment
Filmed Entertainment 271 442
Music Entertainment 65 72
Recreation and Other 102 158
------- ----------
Total Entertainment before Gain on Sale of Putnam 438 672
Gain on Sale of Putnam -- 64
------- ----------
Total Entertainment 438 736
Total EBITDA 963 1,784
Adjustment for Equity Cos.- Beverages 4 10
Adjustment for Equity Cos.- Entertainment 133 227
Depreciation and Amortization 256 503
Corporate Expenses 32 128
------- ----------
Operating Income 538 916
Interest, net and other 130 54
------- ----------
Income before Income Taxes and Minority Interest 408 862
Provision for Income Taxes 223 366
Minority Interest 11 12
------- ----------
NET INCOME $ 174 $ 484
======= ==========
EARNINGS PER SHARE - Basic $ 0.49 $ 1.31
======= ==========
EARNINGS PER SHARE - Diluted $ 0.49 $ 1.30
======= ==========
</TABLE>
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THE SEAGRAM COMPANY LTD. AND SUBSIDIARY COMPANIES
Unaudited Supplementary Pro Forma Financial Information
(United States dollars in millions)
<TABLE>
<CAPTION>
Six Months Year
Ended Ended
December 31, June 30,
1997 1997
------- --------
<S> <C> <C>
Revenues
Beverages
Spirits and Wine $ 2,631 $ 5,121
Fruit Juices and Other 1,067 2,113
------- --------
Attributed Revenues - Beverages 3,698 7,234
Entertainment
Filmed Entertainment 2,152 4,233
Music Entertainment 818 1,500
Recreation and Other 548 1,097
------- --------
Total Entertainment before Gain on Sale of Putnam 3,518 6,830
Gain on Sale of Putnam -- 64
------- --------
Attributed Revenues - Entertainment 3,518 6,894
Total Attributed Revenues 7,216 14,128
Adjustment for Equity Cos.- Beverages (107) (267)
Adjustment for Equity Cos.- Entertainment (879) (1,615)
------- --------
Total Reported Revenues $ 6,230 $ 12,246
======= ========
</TABLE>
13
